Exhibit 99a
CONFIDENTIAL OFFERING MEMORANDUM
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Anthem Recording West, Inc.
(A California Corporation)
Up to 2,100,000 Shares of Common Stock, .001 Par Value
Offering Price: $0.05 Per Share - Minimum purchase: 5,000 Shares
Total Offering: $105,000
IT IS ANTICIPATED THAT THE SECURITIES WILL BE OFFERED FOR SALE IN A NUMBER OF
STATES. THE SECURITIES LAWS OF CERTAIN STATES REQUIRE CERTAIN CONDITIONS AND
RESTRICTIONS RELATING TO THE OFFERING TO BE DISCLOSED. A DESCRIPTION OF THE
RELEVANT CONDITIONS AND RESTRICTIONS IS SET FORTH BELOW. FURTHERMORE, CERTAIN
STATES IMPOSE SUITABILITY STANDARDS ON PROSPECTIVE PURCHASERS IN ADDITION TO
THOSE GENERALLY IMPOSED BY THE COMPANY. IT SHOULD NOT BE ASSUMED BY REASON OF
THE SUMMARY BELOW OF A PARTICULAR STATE'S REQUIREMENTS THAT THE COMPANY HAS BEEN
AUTHORIZED TO OFFER OR SELL SECURITIES IN SUCH STATE.
THESE SECURITIES ARE BEING ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE
REGISTRATION OR QUALIFICATION PROVISION OF THE SECURITIES LAWS, SPECIFICALLY
RULE 504 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AND VARIOUS
SELF-EXECUTING LIMITED OFFERING EXEMPTIONS OR ISOLATED TRANSACTION EXEMPTIONS IN
THE STATES WHERE AN OFFERING WILL BE MADE, WHICH THE OFFER INTENDS TO FULLY
COMPLY WITH AND IS TAKING SPECIFIC INTERNAL STEPS TO DO SO. WHILE THERE ARE NO
RESTRICTIONS ON THE RESALE OF THESE SECURITIES ON THE FEDERAL LEVEL, THE VARIOUS
STATE LAW REQUIREMENTS MUST BE COMPLIED WITH FOR PURPOSES OF RESALE, WHICH MAY
BE DONE PURSUANT TO EXEMPTION WHEREVER AVAILABLE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Price to Purchasers Proceeds to the Company
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Per Share $ 0.05 $ 0.05
Total Offering $ 105,000.00 $ 105,000.00
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Anthem Recording West, Inc.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
This Prospectus was authorized on January 31, 1998
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TABLE OF CONTENTS
TABLE OF CONTENTS..............................................................2
THE OFFERING...................................................................3
OFFERING SUMMARY...............................................................4
THE COMPANY.................................................................4
THE OFFERING................................................................4
SELECTED FINANCIAL INFORMATION..............................................4
BALANCE SHEET DATA..........................................................4
RISK FACTORS...................................................................5
BUSINESS RISKS..............................................................6
DILUTION.......................................................................7
USE OF PROCEEDS................................................................7
PROPOSED BUSINESS OF THE COMPANY...............................................8
HISTORY AND ORGANIZATION....................................................8
THE COMPANY.................................................................8
BUSINESS OF THE COMPANY.....................................................8
MARKET......................................................................8
COMPETITION.................................................................9
MANAGEMENT..................................................................9
COMPENSATION................................................................9
INDEMNIFICATION AND EXCLUSION OF LIABILITY OF DIRECTORS AND OFFICERS.......10
RESUMES.......................................................................10
CONFLICTS OF INTEREST.........................................................11
STOCK.........................................................................11
PRINCIPAL SHAREHOLDERS.....................................................12
DESCRIPTION OF SECURITIES..................................................12
PRICING THE OFFERING..........................................................12
LITIGATION....................................................................13
LEGAL MATTERS.................................................................13
EXPERTS.......................................................................13
ADDITIONAL INFORMATION........................................................13
THE OFFERING
This offering is being made by Anthem Recording West, Inc. (the "Company") on a
"best efforts" basis. The Company is offering 2,100,000 shares of its common
stock ("Shares") at a price of $0.05 per share. All funds received from
subscribers will be deposited in the treasury of the Company upon acceptance of
the subscription.
There is no market for the shares being offered and there can be no assurance
that a market will develop by reason of this offering. The offering price has
been arbitrarily determined by the Company, and has no relationship to the
Company's assets, book value, net worth, or other recognized criteria of value.
The Company has no operating history and there are significant risks that exist
concerning the Company and its proposed operations (see "RISK FACTORS").
The Company will file a Notice of Sale of Securities Pursuant to Regulation D,
Section 4(6) and/or Uniform Limited Offering Exemption (the "Notice") on Form D
with the United States Securities and Exchange Commission.
Copies of the Notice on Form D may be inspected without charge at the corporate
offices of the Company during regular business hours and copies of all or any
part thereof may be obtained from the Company at prescribed rates.
THE SHARES ARE OFFERED BY THE COMPANY AND MAY BE SOLD BY OFFICERS AND DIRECTORS
OF THE COMPANY AND ARE SUBJECT TO PRIOR SALE, WITHDRAWAL, OR CANCELLATION OR
MODIFICATION WITHOUT NOTICE. OFFERS TO PURCHASE, AND CONFIRMATIONS OF SALE,
ISSUED BY THE COMPANY ARE SUBJECT TO ACCEPTANCE BY THE COMPANY AND IT IS THE
RIGHT OF THE COMPANY TO REJECT ANY OFFER TO PURCHASE AND CANCEL ANY CONFIRMATION
OF SALE, IN WHOLE OR IN PART, WITH OR WITHOUT CAUSE, AT ANY TIME PRIOR TO
DELIVERY OF SHARES TO A SUBSCRIBER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION, OR IN ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO. ALL PAYMENTS FOR THESE SECURITIES SHALL
BE MADE BY CASH, CHECK, OR MONEY ORDER PAYABLE TO "ANTHEM RECORDING WEST, INC."
THE TERMINATION DATE OF THIS OFFERING IS ONE HUNDRED TWENTY (120) DAYS AFTER THE
DATE OF THIS PROSPECTUS, UNLESS EXTENDED BY THE COMPANY FOR AN ADDITIONAL ONE
HUNDRED TWENTY (120) DAYS.
3
OFFERING SUMMARY
The following is a summary of certain information contained in this Prospectus
and is qualified in its entirety by the more detailed information and financial
statements (including notes thereto) appearing elsewhere in this Prospectus.
The Company
Anthem Recording West, Inc. (the "Company") was organized as a California
corporation on January 4, 1999. Its principal office is currently located at
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The current telephone
number is (▇▇▇) ▇▇▇-▇▇▇▇. The fax number is (▇▇▇) ▇▇▇-▇▇▇▇.
The Company was formed to be an A.S.C.A.P. registered Publishing company. The
publishing rights of a song, story, musical arrangement, or any other artistic
medium generates revenues well beyond the scope of initial public display and
sales. The rights and revenues of those vehicles are directly related to the
publishing industry. By owning the publishing rights, a company creates
tremendous income potentials with an enormously long-term scope of receiving
annuity style profit margins.
The company is a start-up enterprise in the development stage and has had no
revenues to date. (See "Proposed Business of the Company").
The Offering
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Type of securities offered: 2,100,000 Shares of Common Stock
$0.001 Par Value, offered at $0.05 per share
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Shares outstanding prior to
offering: 7,900,000
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Shares outstanding after offering: 10,000,000
(if all securities are sold)
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Selected Financial Information
The following sets forth the selected financial information as of January 31,
1999, and is qualified in its entirety by the financials appearing elsewhere in
this Prospectus. The Company's fiscal year end is December 31.
Balance Sheet Data
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Cash $0.00
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Total Assets $0.00
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Total Liabilities $0.00
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Book Value Per Share $0.00
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4
RISK FACTORS
1. Arbitrary Offering Price. Prior to the offering made hereby, there has
been no market for the Company's Common Stock. The offering price of the Shares
has been arbitrarily determined by the Company and bears no relationship to
assets, book value, net worth, earnings, actual results of operations, or any
other established investment criteria. Among the factors considered in
determining such offering price were the Company's current financial condition,
the degree of control which the current shareholders desired to retain, and an
evaluation of the prospects for the Company's growth. The offering price set
forth on the cover page of this Prospectus should not, therefore, be considered
an indication of the actual value of the Common Stock of the Company.
2. Dilution. Investors participating in this offering will not incur
immediate, substantial dilution. See "DILUTION".
3. Lack of Market for Shares. There is no market for the Company's Shares
and there can be no assurance that such a market will develop by reason of this
offering. Upon completion of the offering, there is a possibility that even if a
market does develop, it would not be sustained. The investment community may
show little or no interest in the Shares offered; and, accordingly, investors
may not be readily able to liquidate their investment. Even if a purchaser
hereunder is able to find a brokerage firm to effect a transaction in the
securities of the Company, a combination of brokerage commissions, state
transfer taxes, when applicable, and any other selling costs may exceed the
offering price of the same.
4. No Underwriter. The Company will sell the Shares offered hereby without
the use of an underwriter. The Company may experience difficulty in completing
the sale of its Shares and if so, the Company may not be able to complete its
business plan as successfully as it might if the maximum number of Shares are
sold.
5. No Likelihood of Dividends. The Company has never paid dividends. At
present, the Company does not anticipate paying dividends on its Common Stock in
the foreseeable future and intends to devote any earnings to the development of
the Company's business. Investors who anticipate the need for immediate income
from their investment should refrain from the purchase of the Shares.
6. Potential for Future Stock Offerings. In the event the proceeds from
this Offering are inadequate to finance operations, the Company may conduct
future offerings of its securities. Such an offering would dilute the ownership
interests of investors in this offering.
5
Business Risks
7. Recently Organized Company. The Company was only recently organized and
may be considered a start-up company. The Company has no operating history and
has not conducted any significant business prior to its organization. The
Company, therefore, must be considered promotional and in its early formative
and developmental stage. Potential investors should be aware of the difficulties
normally encountered by a new enterprise. There is nothing at this time on which
to base an assumption that the Company's business plans will prove successful,
and there is no assurance that the Company will be able to operate profitably
(see "PROPOSED BUSINESS OF THE COMPANY").
8. Use of Proceeds Not Specific. The proceeds of this offering have been
allocated only generally. Proceeds from sale of Shares will most likely be
allocated to working capital or administrative expenses. Accordingly, investors
will entrust their funds with management in whose judgment investors must
depend, with only limited information about management's specific intentions.
(see "USE OF PROCEEDS" and "PROPOSED BUSINESS OF THE COMPANY").
9. Controlling Entities and Potential Conflicts of Interest. Upon
completion of this offering, the present directors and executive officers and
their respective affiliates, will beneficially own approximately 79.00% of the
outstanding Common Stock. As a result, these stockholders will be able to
exercise significant influence over all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. Such concentration of ownership may also have the effect of
delaying or preventing a change in control of the Company. Management will be
engaged in transactions with the Company that will involve potential conflicts
of interest. In addition, the officers are not required to devote all of their
time and energies to the business and affairs of the Company.
10. Competition. There are numerous corporations, firms, and individuals
that are engaged in the type of business activities contemplated by the Company.
Many of those entities are more experienced and possess substantially greater
financial, technical, and personnel resources than the Company. While the
Company hopes to be competitive with other similar companies, there can be no
assurance that such will be the case.
6
DILUTION
Dilution is a reduction in the net tangible book value of a purchaser's
investment measured by the difference between the purchase price and the net
tangible book value of the Shares after the purchase takes place. The net
tangible book value of Common Stock is equal to stockholders' equity applicable
to the Common Stock as shown on the Company's balance sheet divided by the
number of shares of Common Stock outstanding. As a result of such dilution, in
the event the Company is liquidated, a purchaser of Shares may receive less than
his initial investment and a present stockholder may receive more.
The net tangible book value of the Company's Common Stock as of January 31, 1999
was $0.00 per share. After giving effect to the receipt of estimated net
proceeds of $105,000 thousand dollars from the sale by the Company of 2,100,000
shares of Common Stock the pro forma net tangible book value would then be
$105,000 thousand dollars or $0.0105 per share of Common Stock. This represents
an immediate increase in net tangible book value of $0.0105 per share of Common
Stock to existing holders of Common Stock from the proceeds of the Offering and
substantial dilution to the new investors (i.e., the difference between the
assumed initial offering price of $0.05 per share of Common Stock and the pro
forma net tangible book value per share) of $0.0395 per share of Common Stock.
USE OF PROCEEDS
The net proceeds of the offering will be $105,000. The principal purposes and
priorities in which proceeds are to be used are as set forth below:
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Gross Amount of Proceeds: $105,000.00 100.0%
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Accounting Fees 2,000.00 1.90
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Stock Transfer Agent 2,000.00 1.90
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Travel Expenses 2,500.00 2.38
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Incorporation Expenses 3,000.00 2.87
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Multimedia Promotions 5,000.00 4.76
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Musician Talent Search 5,000.00 4.76
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Song Production 5,000.00 4.76
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Consulting Fees 7,500.00 7.15
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Legal Fees 10,000.00 9.52
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Salaries 12,000.00 11.43
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Purchase of Existing Business 51,000.00 48.57
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Total $105,000.00 100.0%
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The amounts set forth above merely indicate the proposed use of proceeds. Actual
expenditures may vary substantially from these estimates depending upon economic
conditions and the production and sale of the products and services provided by
the Company. Accordingly the Company reserves the option to seek additional
funds through loans, other offering of the Company's securities or other
financial arrangements.
7
PROPOSED BUSINESS OF THE COMPANY
History and Organization
Anthem Recording West, Inc. (the "Company") was organized as a California
corporation on January 4, 1999. Its principal office is currently located at
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The current telephone
number is (▇▇▇) ▇▇▇-▇▇▇▇. The fax number is (▇▇▇) ▇▇▇-▇▇▇▇.
The Company
The Company was formed to be an A.S.C.A.P. registered Publishing company. The
publishing rights of a song, story, musical arrangement, or any other artistic
medium generates revenues well beyond the scope of initial public display and
sales. The rights and revenues of those vehicles are directly related to the
publishing industry. By owning the publishing rights, a company creates
tremendous income potentials with an enormously long-term scope of receiving
annuity style profit margins.
The Company is a start-up enterprise in the development stage and has had no
revenues to date.
Business of the Company
The Company is in the business of publishing. While tens of thousands of
musicians write and produce wonderful music of all types, only a small handful
will ever reach the ears of the individuals that can give the musician an actual
recording contract so that their material can be sold in the public market
place. Anthem recording, for a percentage of publishing rights of the songs they
chose, will introduce unknown acts to individuals and companies in the music
industry and attempt to create contacts relating to record sales and even longer
income streams through publishing.
While standard methods of locating musical talent will be used by Anthem
Recording West, there will also be a strategic alliance with up and coming
quality stage three studios. These type of studios are usually one step away
from reaching Mix magazine features, which is the industry standard for quality
music being produced in the United States. The advantage of alliances across the
country give Anthem Recording West the opportunity of reviewing the best quality
of new music and fresh musicians that are candidates for publishing contracts.
Market
Anthem Recording West will use its present industry contacts, while establishing
new contacts, to promote fresh music and talented musicians. By owning the
publishing rights in the earliest phase, we maximize our opportunity for
profits.
8
Competition
Management has found that there are other similar businesses that exist. While
competition is formidable in every industry, the music business seems to be
especially fierce. Except for the publishing side. Most groups have mistakenly
concluded that only the major labels such as Sony and R.C.A. already own all the
available publishing rights. Nothing could be further from the truth. The market
is wide open for small and medium size publishing companies to take advantage of
the ever growing plethora of talented musicians and music.
Management
The directors and executive officers of the Company are as follows:
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Name Position
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▇▇▇▇▇ ▇▇▇▇▇ President
Member of the Board of Directors
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Vice President
Member of the Board of Directors
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Secretary & Treasurer
Member of the Board of Directors
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The directors named above will serve until the first annual meeting of the
Company's shareholders. Thereafter, directors will be elected for one-year terms
at the annual shareholders' meeting. Officers will hold their positions at the
pleasure of the Board of Directors, absent any employment agreement, of which
none currently exist or are contemplated.
The directors and officers initially will devote their time to the Company's
affairs on an "as needed" basis, the amount of which is undetermined at this
time. Such time could amount to as little as ten percent of the time they devote
to their own business affairs.
There are no other persons whose activities are material to the Company's
operations.
Compensation
The Board of Directors has adopted a salary compensation for the Directors and
Officers of the Company. For six months, both ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ will
receive salaries of $1,000.00 per month. After six months of conducting
business, the financial condition of the Company will dictate the compensations
of the President, Vice President, Secretary/Treasurer and any other Officers and
Directors, plus the Company will reimburse its officers and directors for any
out-of pocket expenses incurred on behalf of the Company. The Company does not
have any pension, profit-sharing, stock bonus, or other benefit plans. Such
plans may be adopted in the future at the discretion of the Board of Directors.
9
Indemnification and Exclusion of Liability of Directors and Officers.
So far as permitted by the California Business Corporation Act, the Company's
Articles of Incorporation provide that the Company will indemnify its directors
and officers against expenses and liabilities they may incur and defend, settle
or satisfy any civil or criminal action brought against them on account of their
being or having been Company directors or officers unless, in any such action,
they are adjudged to have acted with gross negligence or to have engaged in
willful misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, (collectively, the "Acts") may be permitted to directors, officers or
controlling persons pursuant to foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Acts and is,
therefore, unenforceable.
RESUMES
▇▇▇▇▇ ▇▇▇▇▇
President, Member of the Board of Directors
▇▇. ▇▇▇▇▇ is currently serving as President and is also the Chairman of the
Board of Directors. His job responsibilities include general supervision and
control of all of the business and affairs of the Corporation.
▇▇. ▇▇▇▇▇ has had extensive involvement in the business community. Along side of
creating a corporation that grew to over three hundred people, he also
functioned as the chief executive officer for five years. He is also the
president of Scribbler Productions and the vice president of Tuning Spoon
Publishing. He hosted a radio show in Northern Arizona and is preparing to do
the same in San Diego. He also currently works with professional athletes in
marketing their business and charities as well. ▇▇. ▇▇▇▇▇ holds licenses for
real estate and investments, and in addition holds three separate ordinations
from different denominations.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice President, Member of the Board of Directors
▇▇. ▇▇▇▇▇▇▇▇▇ is currently the Vice President and a Member of the Board of
Directors. His job responsibilities will consist of interior operations along
with client relations. ▇▇. ▇▇▇▇▇▇▇▇▇ is also currently the Vice President,
Investor Relations of 1st Net Technologies, Inc., a professional Internet
company located in San Diego as well. From 1991 to 1995 was Financial Consultant
for ▇.▇. ▇▇▇▇▇▇▇ & Sons. From 1995 to 1998 ▇▇. ▇▇▇▇▇▇▇▇▇ was the Associate Vice
President of Presidential Brokerage, Inc., a California corporation. He obtained
his B.S. degree in Finance & Banking from National University.
10
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary & Treasurer, Member of the Board of Directors
▇▇. ▇▇▇▇▇▇▇ is currently serving as Secretary and Treasurer and is also a Member
of the Board of Directors. His responsibilities with the Company will consist of
the Company's accounting records (bills payable, receivable, payroll, taxes,
etc.) ▇▇ ▇▇▇▇▇▇▇ has been in charge of endeavors such as purchasing and owning
his own trucking company, and running his own trucking business. From 1978 until
1989, he acted as Business Manager for the Leneta Corporation.
CONFLICTS OF INTEREST
Initially, none of the officers of the Company will devote 100% of their time to
the affairs of the Company. All of the officers have employment or business
activities outside of the Company. There will be occasions when the time
requirements of the Company conflict with the demands of the officers' other
employment. In this event, such conflicts may require that the Company attempt
to employ additional personnel. There is no assurance that the services of such
persons will be available or that they can be obtained upon terms favorable to
the Company.
The Company's officers and directors are subject to the doctrine of corporate
opportunities only insofar as it applies to business opportunities in which the
Company has indicated an interest, either through its proposed business plan or
by way of an express statement of interest contained in the Company's minutes.
No such indication of interest has yet been declared. If such areas of interest
are delineated, all business interests which may conflict with those of the
Company which come to the attention of an officer and/or director of the Company
must be promptly disclosed to the Board of Directors and made available to the
Company. In the event the Board shall reject an opportunity so presented, and
only in that event, any of the Company's officers and directors may avail
themselves of such an opportunity. Every effort will be made to resolve any
conflicts that may arise in favor of the Company. There can be no assurance,
however, that these efforts will be successful.
STOCK
The following table sets forth information with respect to the share ownership,
both before and after this offering, of all beneficial 5% or more shareholders,
directors, officers and the officers and directors as a group, of the Stock of
the Company.
11
Principal Shareholders
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Owner Shares Owned Percent Before Percent After
Offering Offering
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▇▇▇▇▇ ▇▇▇▇▇
31350 ▇▇▇▇▇ Place 7,900,000 Shrs. 100.0 % 79.00 %
Valley Center, California 92082
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Description of Securities
The Company is offering 2,100,000 Shares (the "Shares") in this offering at a
price of $0.05 per share. The Company is authorized to issue 50,000,000 shares
of its Common Stock, $0.001 par value. Each share of Common Stock is entitled to
share pro rata in dividends and distributions with respect to the Common Stock
when, as and if declared by the Board of Directors from funds legally available
therefore. No holder of any shares of Common Stock has any pre-emptive right to
subscribe for any of the Company's securities. Upon dissolution, liquidation or
winding up of the Company, the assets will be divided pro rata on a
share-for-share basis among holders of the shares of Common Stock after any
required distribution to the holders of the preferred stock. All shares of
Common Stock outstanding are fully paid and non-assessable and the shares will,
when issued upon payment therefore as contemplated hereby, be fully paid and
non-assessable. Each shareholder of Common Stock is entitled to one vote per
share with respect to all matters that are required by law to be submitted to
shareholders. The shareholders are not entitled to cumulative voting in the
election of directors. Accordingly, the holders of more than 50% of the shares
voting for the election of directors will be able to elect all the directors if
they choose to do so.
PRICING THE OFFERING
There is no market for the Shares. Although the Company plans to try and develop
a market for the shares, there is no assurance that a market will develop for
such following the offering. The offering price of the Shares to be sold in the
offering was determined by the Company. In determining the offering price and
number of Shares to be offered, the Company considered such factors as the
financial condition of the Company, its net tangible book value, lack of
operating history, and general condition of the securities markets. Accordingly,
the offering price set forth on the cover page of this Prospectus should not be
considered to be an indication of the book value of the stock. The price bears
no relation to the Company's assets, book value, lack of earnings or net worth
or any other traditional criterion of value. Even in the event a market develops
for the Common Stock of the Company, it is unlikely that normal market forces
will result in a price increase of the Common Stock.
12
LITIGATION
The Company is not presently a party to any litigation nor, to the knowledge of
Management, is any litigation threatened.
LEGAL MATTERS
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ of The ▇▇▇▇▇▇▇ Group, LLC whose address is ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ will provide legal services in rendering an
opinion with respect to the exemption to registration of the shares of common
stock of the Company offered in this offering.
EXPERTS
▇▇▇ ▇▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇▇ and Company whose principal address is ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇; ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, independent certified public accountants,
will act as auditor with respect to the financial and accounting statements of
the Company.
ADDITIONAL INFORMATION
The Company will file within 15 days of the 1st sale, with the Securities and
Exchange Commission a Notice of Sale of Securities Pursuant to Regulation D,
Section 4(6), and/or Uniform Limited Offering Exemption (the "Notice") on Form D
under the provisions of the Securities Act of 1933. Copies of the Notice on Form
D may be purchased at the Commission's principal office, upon payment of the
fees presented by the Commission, or at the Company's corporate offices during
regular business hours.
13
STOCK SUBSCRIPTION AGREEMENT
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Anthem Recording West
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RE: Acquisition of Common Shares of Anthem Recording West, Inc., A California
Corporation (the "Company").
A. SUBSCRIPTION
The undersigned hereby acknowledges receipt of a copy of the offering memorandum
of the company and hereby subscribes for the number of Common Shares (the
"Shares") in the Company set forth on the signature page below at the purchase
price indicated.
B. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES
1. Rule 504 Warranties. In connection with your offer of Shares, I represent and
warrant that I am over the age of 21 years; have had an opportunity to ask
questions of the principals or representatives of the Company; that I,
individually or together with others on whom I rely, have such knowledge and
experience in financial and business affairs that I have the capability of
evaluating the merits and risks of my investment in the Company; that I am
financially responsible and able to meet my obligations hereunder and
acknowledge that this investment is by its nature speculative; that you have
made all disclosure and documents pertaining to this investment available to me
and; where requested, to my attorney, accountant and investment adviser; and
that I will not sell my shares without registration under the Securities Act of
1933 or exemption therefrom.
2. Suitability. I represent that I either have such knowledge and experience in
financial and business matters that I am capable of evaluating the merits and
risks of my investment in the Company or, together with the purchaser
representative, if any, named below, have such knowledge and experience in
financial and business matters that we are capable of evaluating the merits and
risks of my investment in the Company; that I relied on my own legal counsel or
elected not to rely on my counsel despite the Company's recommendation that I
rely on my own legal counsel; and that I am able to bear the economic risk of
such investment.
3. Representations by the Company. Except as set forth in the Offering
Memorandum, no representations and warranties, oral or otherwise, have been made
to the undersigned by the Company or any agent, employee or affiliate of the
Company, or any other person whether or not associated with this Offering and in
entering into this transaction, the undersigned is not relying upon any
information other than contained in the Offering Memorandum and the results of
his own investigation.
4. Risk. The undersigned understands that an investment in the Company involves
substantial risks, and the undersigned has carefully reviewed and is aware of
all of the risk factors related to the purchase of the Shares, including those
set forth under the caption "Risk Factors" in the Offering Memorandum.
5. Residency Declaration. The undersigned represents and warrants that he is a
resident of the State in which this offer is made insofar as he occupies a
dwelling within the state and intends to remain within the State for an
indefinite period of the time. Further, if the undersigned is not a resident of
the State in which the offer is made, then the undersigned represents and
warrants that he is not a resident of any other state or possession of the
United States.
6. Restrictions of Transferability. The undersigned understands that the Shares
have been offered only in the states where permitted and are being sold pursuant
to an exemption from registration under the Securities Act of 1933, as amended
under Section 3 (b) and Rule 504 thereof and pursuant to the analogous State
statutes. The undersigned further understands that the Shares may not be
registered in any state which does not recognize such exemption and any
transfers to residents of such state must be made pursuant to registration or an
exception from registration in the transferee's state.
7. Indemnification and Arbitration. The undersigned recognizes that the offer of
the shares of Shares in the Company was based upon his representations and
warranties contained above and hereby agrees to indemnify the Company and to
hold it harmless against and all liabilities, costs or expenses (including
reasonable attorney's fees) arising by reason of, or in connection with, any
misrepresentation or any breach of such warranties by the undersigned, or
arising as a result of the sale or distribution of the Shares by undersigned in
violation of the Securities Act of 1933, as amended , or any other applicable
law. Further, in the event that any dispute were to arise in connection with
this Agreement or with the undersigned's investment in the company, the
undersigned agrees, prior to seeking any other relief at law or equity, to
submit the matter to binding arbitration accordance with the rules of the
National Association of Securities Dealers (NASD) at a place to be designated by
the Company.
8. Accredited Investor. I AM __________or I AM NOT___________ an accredited or
exempted investor based on the qualifications below:
a. A person who purchases at least $150,000 worth of common stock, if such
purchase price does not exceed 20% of the investor's net worth (including
the net worth of the investor's spouse) at the time of purchase ("net
worth") meaning the excess of all assets over all liabilities under special
provision for valuation of the principal residence of the investor).
b. Any natural person whose individual net worth* or joint net worth* with
that persons spouse, at the time of purchase exceeds $1,000,000.00;
c. Any natural person who had an individual income** not including the
income of the investor's spouse (even if they are purchase Units as joint
tenants or tenants in common), in excess of $200,000 in each of the two
most recent years and who reasonably expects an income** in excess of
$200,000 in the current year.
d. Any business development company as defined in section 2(a)48 of the
Investment Company Act of 1940; or any Small Business Investment Company
licensed by the U.S. Small Business administration under section 301 (c) or
(d) of the Small Business Administration Act of 1958;
e. Any private business development company as defined in section 202(a) of
the Investment Advisers Act of 1940;
f. Any director, executive offer of general partner of the issuer of the
securities being offered or sold, or any director, executive offer or
general partner of a general partner of that issuer;
g. Any entity in which all of the equity owners are accredited investors
under paragraphs (b), (c), (d), (e), or (f) above.
* For this purpose, a person's net worth is the excess of all of the person's
assets over all of the person's liabilities. For the purposes of determining
person's net worth, the principal residence owned by an individual shall be
valued at (A) cost, including the cost of improvements, net of current
encumbrances upon the property or (B) the appraised value of the property as
determined by a written appraisal used by an institutional lender making a loan
to the individual secured by the property, including the cost of subsequent
improvements, net of current encumbrances upon the property. For the purposes of
this provision, "institutional lender" means a bank, savings and loan
association, industrial loan company, credit union or personal property broker
or a company whose principal business is as a lender upon loans secured by real
property and which has such loans receivable in the amount of $2,000,000 or
more.
** For this purpose, a person's income is the amount of his individual adjusted
gross income (as reported on a federal income tax returns), increased by the
following amounts: (a) any deduction for a portion of long term capital gains
(Section 1202 of the Internal Revenue Code (the "Code"); (b) any deduction for
depletion (Section 611 et seq. of the Code); (c) any exclusion for interest on
tax-exempt municipal obligations (Section 103 of the Code); and (d) any losses
of a partnership allocated to the individual limited partner (as reported on
Schedule E of Form 1040).
9. Non-Accredited Investor.
a. My present net worth (exclusive of home, furnishings and automobiles)
exceeds five times my contemplated investment in the Company (_________Yes
_________No)
b. During the previous tax year I had an annual taxable income in excess of
$____________________________.
c. During the present tax year I anticipate an annual taxable income in
excess of $_________________________.
10. Agency Approval. No federal or state agency has made any determination as to
the fairness of the offering for investment purposes, or any recommendations or
endorsements of the Shares.
C. MISCELLANEOUS
1. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
2. This contains the entire agreement between the parties with respect to the
subject matter hereof. The provisions of this Agreement may not be modified
or waived except in writing.
3. The headings contained in this Agreement are for convenient reference only,
and they shall not limit or otherwise affect the interpretation of any term
or provision hereof.
4. The Shares described for herein will be acquired solely by Subscriber for
Subscriber's own account and not on behalf of any other person or
organization or entity, and not with a view to, or for resale in connection
with, any distribution of the Shares within the meaning of the California
Corporations Code. Subscriber agrees to retain the Shares subscribed for
herein until such time as the resale or transfer of said Shares can be
lawfully effected in compliance with applicable securities laws. The
Subscriber understands and agrees that there may be other restrictions and
conditions on sale of the Shares under the terms and conditions of the
applicable laws of the Subscriber's state of residence.
The securities are being acquired in good faith solely for my own account
(personal or corporate), for investment purposes only, and are not being
purchased with a view to the resale, distribution, subdivision, or
fractionalization thereof.
I hereby subscribe to _________________ shares of common stock (@ $0.05 per
share) in Anthem Recording West, Inc. for a total purchase price of $_________
.
In WITNESS WHEREOF, the undersigned has executed this Agreement as of this
__________ day of _________________, 1999.
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Subscriber Signature Social Security Number Subscriber Occupation
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Subscriber Name Address (Number, Street,) Address (City, State, Zip)
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Work Phone Number Home Phone Number
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OFFICE USE ONLY
Accepted by Authorized Officer: ________________________ Date Received:_________
CERTIFICATE # _____ DTD: / / Accredited Investor: Y E S / N O
QUANTITY: ____________ $: _____________ Check # _______________
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